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Exhibit
10.3
AMENDMENT NO. 1
to
AMENDED AND RESTATED SHAREHOLDER
RIGHTS PLAN AGREEMENT
THIS AMENDMENT
NO. 1 TO AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT
(this " Amendment ") is executed this October 6, 2008
pursuant to Article 5.4(a) of that certain Amended and Restated
Shareholder Rights Plan Agreement (the " Shareholder Rights
Plan ") dated October 15, 1999, by and between Altair
Nanotechnologies, Inc., a Canadian corporation formerly known as
“Altair International Inc.” (the " Company ")
and Equity Transfer Services Inc. (the " Rights Agent
"). For purposes of this Amendment, capitalized terms
used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Shareholder Rights
Plan.
RECITALS
WHEREAS , pursuant to that certain Stock Purchase and
Settlement Agreement dated September 30, 2008 (the " Purchase
and Settlement Agreement ") and executed on even date herewith
by and between the Company and Al Yousuf, LLC, a United Arab
Emirates limited liability company (the " Investor "), the
Company shall issue to Investor 8,000,000 shares (the "
Shares ") of the Company’s common stock (the "
Issuance ");
WHEREAS , the Investor will become the Beneficial Owner
of 15% or more of the outstanding Voting Shares of the Company as a
result of the Issuance; and
WHEREAS , in order to induce Investor to enter into the
Purchase and Settlement Agreement, the Company desires to amend the
Shareholder Rights Plan to provide that the Issuance will not
trigger an event that would be adverse to the Investo
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